Tenstorrent Holdings Inc.

Tenstorrent Holdings Inc. is a Delaware corporation with a stated year of incorporation of 2023, filing from 7717 Southwest Parkway, Austin, Texas. It has filed two Form D notices, both under Rule 506(b) and both classified 'Other Technology'. The first, accession 0002031944-25-000001 filed 2025-07-10, reported an offering of $65,798,515 fully sold to 34 investors with a first sale of 2025-06-27. The second, accession 0002031944-26-000001 filed 2026-09-09, reported an offering of $1,416,015,946 with $1,286,829,662 sold to 134 investors, $129,186,284 remaining and a first sale of 2026-08-26; it is a new notice rather than an amendment, so the reported sales fall in the two weeks before filing. The 2026 offering is 21.5 times the size of the 2025 one. Both notices answer 'Decline to Disclose' to the revenue-range question and report no sales commissions or finders fees. The 2026 filing lists eight related persons at the Austin address: James Keller as both executive officer and director, and directors Greg Reichow, Jean-Sebastien Cournoyer, Milos Trajkovic, Keith Witek, Sungjae An, Jin Woo Choi and Gabriele Papievyte. A separate registrant, TENSTORRENT INC. (CIK 0001718995), gives its jurisdiction as Canada at the federal level and filed Form D notices in 2017, 2018, 2019 and 2021, its last being a 2021-06-10 amendment reporting $164,035,666 sold to 34 investors; the SEC record does not state the relationship between the two registrants and AltStreet has not established it from filings.

A private operating company raising through Rule 506(b) rather than a pooled vehicle, which means the Form D carries no valuation, price per share or investor identity. Three registered funds do disclose marks for it in Form NPORT-P, and those marks are the only public pricing evidence: ARK Venture Fund at $81.39 (period 2026-01-30) and $89.42 (period 2026-04-30); Fidelity Select Portfolios, for its Select Technology Portfolio, at $75.63 for Series D-1, $73.16 for D-2 and $71.67 for C-1 (period 2026-05-31); and Variable Insurance Products Fund IV, for its VIP Technology Portfolio, at $111.61 for Series D-1, $109.23 for D-2 and $107.81 for C-1 (period 2026-06-30). All are reported at fair value level 3. Only the two Fidelity portfolios identify a share class, so they are the only like-for-like pair; ARK's rows name no series and its mark should not be treated as a comparison of the same security. Separately, twelve series vehicles naming Tenstorrent have filed their own Form Ds since 2023: six series of Node Master LLC (2023 to 2024), five series of HII Tenstorrent LLC (2026, $50,000 minimums, Hiive Markets Limited CRD 316580 named as compensated recipient) and ZDN VC LLC - Series Tenstorrent. The eleven reporting a dollar amount total $66,695,020 across 490 investor slots. Those are separate issuers and their dollars are not part of this company's raise. The HII series are Hiive vehicles; per Hiive's own description of its secondary marketplace they buy existing shares from current holders, so their proceeds go to those sellers and never appear in this company's Form D. The Node Master and ZDN filings do not state whether those vehicles bought secondary or subscribed in a round. In neither case are the SPV figures additive with the company's total.